Captain Marvel & Peter Parker (Love in time)
by darkrider17
Summary: Carol Danvers finds herself falling in love with the last person she could expect. What could possibly wrong? This is my first time writing so expect mistakes and I DON'T OWN ANY CHARACTER.
1. Chapter I

One thing Carol loved about her superpowers was her ability to fly at mach 1 allowing herself to fly from the earth's surface to outerspace in under 5 minutes. She did this every day she could right when she woke up. She loved space it was so awe-striking and blissful, She had been doing this since her incident 8 years ago.

_"Carol come in, we're having a meeting" __Spider-Women__ said on her ear piece_. Has she heard the last part of the call she bursted through space going has fast has she could go. Has she landed on the balcony of Avenger's tower Spider-Women walked up to her with a tightened jaw, "I guess you know that we've found the location of my copycat."She didn't need to know anything else, has she walked into the conference room everyone stopped and stared at her. "We didn't tell you about this misson because we believe you're to close to it, but i guess Spider-Women disagreed." Captain America said while getting up from the chair.

"Where is he."

"We found his apartment," Tony answered as he turned back to the projection, "Here."

After Carol left Steve walked up to Jessica and asked," Why would you tell her, you know she's to close to this case."

"She needed to know, she has a right."

"But we do not know if Spider-Man is innocent or not and i don't think Carol really cares if he is or not," professor Hulk butted in while walking out of the room.

"I hope she doesn't kill the poor man." Tony said while leaving the room. Ending the meeting.


	2. Chapter II

Carol decided to land across the street of the wanna be superhero who killed the police captain and acttacked her. She stood there for a couple hours intill she noticed the door to his apartment open and an old feeble lady walked in. How could he be loved by anyone she thought to herself has she started to glow from the angry growing inside her. Not wanting to create a scene she waited for her to leave the apartment.

_Two hours later _

She opened up the hatch on the roof to his apartment. She could hear Spiderman going through his closet. She slowly opened the door has he was halfway through suiting up.

"Nice black suit spidey" Caption Marvel said has she grab him and through him across the room onto his bed.

"What do you want," He said not even looking up at her, " I don't even know why you're here woman." She's had multiple runins with the spider before and evertime no matter the situation he was being annoying and making jokes. In her train of thought she didn't even notice that spiderman had left.She had lost him and has she was returning back to the tower she heard a commotion in the alley way. Has she landed on the top of the building next to the alley way she noticed that Spiderman was beating a couple of thugs up as usual but this Spider-Man was different, he was quiet and he wasn't holding back his punches. This Spider-Man was out for revenge.

Has she lowered herself down the alleyway she barked in her loudest voice, " Spiderman you're under arrest for the murder of captain Stacey put your hands up now."

_30 minutes later_

"Why, why did you do it, why did you kill him."

"I did not kill him i was trying to save him from Green Goblin."

"Bullshit" Carol cried turning away from Spider-Man.

"Um i think we've got company miss." Has sipderman said this Carol was hit with a blast from hydro-man that sent her flying away. She launched herself at him but to her surprise she went straight through the man not affecting him.

"Captain Marvel what a surprise, give us spiderman now, said Sandman has he landed on the roof.

"Captain i can help you, untie me please," Spider-Man begged. As soon as she untied the mask vigilant she was sent flying right into a car and was then made into a swandwhich by other car landing right on top of her setting the cars aflame knockingher unconscious.


	3. Chapter III

"Hello anyone there I need help, hello,"_ Carol yelled out to no avail_

_Thoughts: (Where am I, why is it so dark in here._)

_"Why am i so hot god I'm burning up,_" Carol said before a blinding light appeared with a man who had a gymnast body, light brown hair but she couldn't see his face it was black.

"Who are you, am...am i in heaven."

"No what are you talking about, I'm saving you come on. Let me get you up and to saftey."

The darkness finally started to recessed away into Spider-Man swinging through New York with a torn suit and gasping in pain.

"Sorry I can't get you back to your tower, I think my arm is broken I'm going to sat you down on my apartment's roof," Spider-Man said carefully droping Caption marvel on the roof.

"Wait you're Spider-Man you're under arrest for the murder of captain Sta-" Carol said right before she passed back out.

"Oh come on girl you got this, wake up i need you to wake up," Spider-Man begged has he held Captain Marvel's head and body to his.

20 minutes later

Spider-Man Pov

"God what am i going to do, a woman who is hundard times stronger then me, that tried to arrest is in my bed knocked unconscious." Peter said to himself has he looked at Captain marvel while trying to get his broken arm through his torn suit.

"What am I going to do. I'm so so screwed, I just need to-" Peter said before he was interrupted by Captain marvel trying to get up, " Hey hey you need to lay back down and rest for a bit okay."

"Where am I, and who are you." Captain Marvel whimpered while slowly leaning back down.

"Please get some sleep you need it, you've had a long day and night." Peter said has we walked out the room and down the stairs.

_4 hours later_

_Carol's POV_

Carol woke from the sun starting to shine through the widow and curtains. "What happened to my outfit and why is my mask gone" Carol said while looking down at her outfit or lack of outfit. "It appears to have be burnt, was I in a fire." Carol said while looking through Spider-Man's closet for clothes. Finding a baggy pair of sweatpaints and a shirt that didn't reach her bellybutton. "Wait a minute is that bacon i smell, God I need that bacon." Carol side weakly while walking down starts.

"I need that bacon... oh you have pancakes, you freaking made pancakes" Carol scream has she walked to the her plate the peter had made. Carol sat down across Spider-Man not realizing his mask is off.

"I'm guessing you like pancakes and bacon." Peter said trying to hide his face by looking down.

"Yeah i do a lot is it that obvious," Carol paused noticing that he didn't have a mask on, "Oh I'm sorry I didn't realize that you didnt have a mask I'll let you get one if you wa-" Carol was saying before Peter cut her off," No you already saw my face don't you remember the fight and me saving you."

Carol finally remembered everything that happened to her Spider-Man saving her the fire, and him for some reason stoping here.

"Why did you stop here with me and not drop me off at the tower," Carol said has she finished her plate with a massive burp

"Jesus Christ I think I'm deaf in one ear now god that was loud." Peter said while chuckling," I wasn't going to make it to the tower that's about 40 minutes away while swinging with two good arms and not carrying you."

"Oh okay thank you for saving me but why even save me I was gonna kill you after the fight for what you did," Carol said now with a gravelly serious face. Peter's goofy smiley face turned back into a depressed and sad express has he got up and put her and his dish up. When Carol saw this it made her mad at herself for saying that to the man that just saved her from her own death.

Has Peter walked back to her with a tired emotionless face he said to her with barely any sound to his voice," You maybe want to hurt me but you're a hero an avenger and you only mean good." This shocked Carol so much that she got up and went to the restoom not wanting to show any emotion to him.

(_Okay Carol you got this it's okay you just arrest him and take hime back to the avengers)_ She thought to herself while staring in the mirror and has she was leaving the bathroom she noticed the now torn to shreds black Spider-Man outfit. Has she walked back out of the restroom with the outfit ahe notice Peter's huge smile leave has he saw the outfit. "Why the change of colors spidey," Carol asked hesitantly trying to change the subject.

"The same reason you're here its the anniversary month of Gwen Stacey and Mister Stacey's death."

"Wait what type sick fuck are you mourning the death of the man you killed." She said in a rage making her slowly start to glow.

"I didn't kill him the green goblin did." Peter yelled while standing up.

"Wait that's not what you told the police. You said you killed Gwen and the captain"

"The green goblin kidnapped Gwen and I tracked him down to the George Washington Bridge and we fought and before i could get to Gwen he pushed her off of it... I jumped and I caught her with a web and it broke her spine and neck from the sudden stop of motion, I was trying to save her she was the love of my life." Peter barely able to say it looking down at his feet," I then asked the Captain to help me track down the Goblin and when I found him i was going to kill him, but when i was about to down it I stoped, i couldn't it was wrong and I walked away. He controlled his glider right to me and I sensed it and i side steped it for it to only hit the captain killing him."

"And you told the police you killed them because you believe you did." Carol said sighing from the unnecessary pain he put himself through, "You know you didn't do it right."

"I guess," Peter said Turing away from her has he started to cry heavily.Carol not knowing what to do she floated across the apartment to his side and huged him. "Capt-," Peter was cut off by Carol, " Call me Carol." "Okay," Peter whimpered to her has she floated over to the coach. Soon after Peter was asleep from the stress and also from the no sleep for a day.

_Buzz-buzz_

_Jessica: where are you. what happened you okay saw the fight on the news_

_Carol: im fine webhead saved me and ive been talking to him since the fight. I think he is innocent_

_Jessica: WHAT_

_Carol: He lied to police ill tell you when i see you. dont tell the Avengers about the innocent part._

_Jessica: okay _


	4. Chapter IV

Carol woke up suddenly with sweat all over her. It had been a couple days since the fight and every night she has this unpleasant dream of that same man fromfrom when she was knocked out.

Carol got out of bed and put on her workout clothes. Working out has always been a peaceful place for her to relax it was her mediation.

"I know what happened with the webhead Jessica told me," Tony said has he walked into the workout room," So you think he's innocent well if you can get him down here I'll listen to him and hear him out. If everyone likes it we'll support him and help him fix his name.

"Why did Jessica tell you of all people tony," Carol said after putting the 2 ton rack she was squating up.

"We've all got our ways Carol to make people talk. Tony said mostly to himself even though Carol still heard it.

As Carol was about to leave and go to Spider-man's house she was stoped by a curious Antman," You really trust him, like a week ago you would have crused him if you saw him."

"I know," is the only thing Carol said before flying away.

She made sure to stay high and fly fast through the city so no one would notice who she was. She went to the roof of the small apartment and went inside. She then sat down onto the couch and watched tv until Spider-Man got here.

"You know you should really decorate this place its so boring and dull," Carol said has the door opened.

"And you know you shouldn't jsut walk into someone's home right. And before you say anything have got a surprise for you." Peter said has he ran upstairs to his room.

Carol was shocked she rarely got surprises and she really didn't think this would go so well. Has Peter returned she noticed that he had a piece of paper with a drawing on it.

"Oh what's that." Carol said with a sparkle in her eyes.

"Well to be honest i didn't like the black leotard outfit so i designed a new one for you. Its red and black and it covers must of your body, but i also found your sash here and I really like it so I incorporated it into your new costume."(Her 2012 outfit but with a mask) Peter said while handing her the drawing.

"Gosh Spiderman you can draw how did you do this."

"Well I work for Stark has a paid intern and we had a slow day so i got to thinking about your oufit and how it burned up so i made a new design and by the way call me Peter." He said with a cute smile and a sparkle in his eyes.

"You know i now have to design your new outfit too right." She said teasingly with a laugh.

Buzz-buzz

_All avengers team meating in 30 minutes_

_Buzz-buzz_

_Tony: Bring him if you can._

_Carol:Will do_

"What's that all about Carol." Peter said nervously

"Team meeting and Tony wants you there and you can be masked if you want."

"I'm not getting arrested right"

" No I wont let them spidey you're a good guy." Has Peter came back with his old suit on Carol said," Hold on!"

"Wait what," Peter yelled has she grabbed him and shot out the open widow and wnet straight up. Stoping at a few hundard feet about the tallest building in New York she stoped.

"You like the view up here," Carol said while staring at peter who was completely awestruck from the view, "lets go spidey."

"Has you all can tell this meeting is about spider man and what is going to happen," Captain America said has Spider-Man and Carol walked in.

"Spiderman we have already cleared your name with the police and I told the Avengers what really happened and tht you're innocent. Tony said to the relief of Peter

"Great," Carol said while staring at Peter with goofy smile on her face.

"So does that mean i can be an avenger then," Peter said with a nervous laugh

"I thpught you might ask that and I took the time to ask every avenger and the majority said no that you couldn't at least not yet." Captain America sad with a stern but sorry voice.

"That's unfair, its outrageous." Carol yelled taking a step towards the table yhe others were at.

"That can change and he still could become a member of the team but right now no he can not." Professor Hulk said has he walked out of the conference room."

Peter didn't say a word on the fly back there was an awkward silence the whole time intill Carol said faintly" I'll fight for you Peter I'll help change their minds okay." Has she sit him done on his roof. Peter didn't say anything he just walked inside not even saying a good bye.


	5. Chapter V

Carol's _POV_

Carol suddenly woke up drenched in sweat, scaring her dog and cat.

"God its only 2 AM," Carol cried out while swiping away her sweat from her forehead.

8:00 AM

When Carol landed on the balcony of Avenger's tower she noticed that the room was divided in half by the Avengers. On one side was Black Widow, Hawkeye, Quicksliver, Winter soldier, Vision, black panther, Scarlett Witch, and finally The Falcon while on the other side was Tony, Steve, Thor, Hulk, Spider-woman, and Antman.

"What's going on here?" Carol sighed hopelessly.

"They don't like our idea about Spiderman," Steve said glaring over at Sam and Bucky

"What's the idea Captain"

Jessica cut off Steve Rogers before he could talk, " I'm not happy about the reason but i want Spider-Man on the team."

"We're going to use him to get Daredevil and The Punisher on the team." Tony mumbled afraid of pissing off Carol. Carol hated that it made her mad, she tried to hide it from everyone but when she's mad she starts to radiate energy.

"Carol calm down," Jessica said rushing after Carol who was walking to her room. Carol walked into her room and sat down at her desk and said nothing and did nothing but stare at Jessica.

"It's okay Carol he'll be an avenger which is good but i agree with you about the reason of it." Jessica sighed bitterly sitting down on Carol's bed.

"Why does it make me so mad Jessica? I barely even know the guy."

"I think someone has a crudh on spid-" Jessica said nervously before being cut off

"Get out"

_8 hours later _

_Peter's POV_

Peter got home after a long day of work at Stark industry to find a box siting on the kitchen counter. On the box was a note that said _"Carol told me to make you this webhead. From Iron Man_." Inside the box was a new outfit made for Peter it had a red underlying a black vest that looked like a cut off hoodie but stronger with a gold spider emblem, and a red Mask. (scarlett Spider outfit just different colors)

"Gosh I love it," Peter said has he looked in the mirror. He then reached for his phone and texted Carol's number that he stole from her phone _Hey lets meet up at Time Square in hero attire if you have some from a friendly neighborhood Spidey _

_Carol's POV_

Buzz-buzz

Hey lets meet up at Time Square in hero attire if you have some from a friendly neighborhood Spidey

Carol immediately got up and walked into Tony's workshop. "Where's my suit Tony" Carol growled.

Tony simply pointed toward the finished suit while mumbling," Tell me how it feels when you get back and if you see Spiderman tell him about the deal."

Carol landed on the Times square building

"Where is that Webhead?" Carol said to herself.

"Hey Captain" Peter said appearing out of no where right in front of her.

"What the hell man you scared the shit out of me," Carol said catching her breath, "I didn't know you could go invisible."

"Can't. Its the suit," Peter chuckled taking off his mask.

"You know if that suit can do anything else Peter"

"Well it has an AI but I need a password." Peter said curiously, "You know anything about that."

"Tony said he wants to give every avenger a personalized AI." Carol paused while sitting down on the edge of the building," You and me must be the guinea pigs."

"But I'm not an avenger Carol," Peter groaned with disappointment.

Carol stood back up to look at Peter, "You can be Peter," Carol mumble quickly, "you just have to get Daredevil and The Punisher.

"So they're using me? You're using me!"

"No Peter I hate the idea I think you should just be on the team but majority doesn't," Carol replied looking down at her feet, "They came up with this has a compromise."

"I don't think I even want to be an avenger. You guys never help out the little guys you just take out supervillains."

"Well is that really necessary to do Peter, we do have cops and all"

"Carol I've stop 50 muggings, 5 bank robberies, and 20 murders."

"This month?"

"This week," Peter countered

"Oh... I Didn't know it happened that of-."

"When was the last time you stoped a crime Carol?"

"I can't even remember," Carol replied looking away from Peter ashamed.

There was a moment of awkward silence has Peter sat down on the ledge with Carol following. Carol stared at Peter waiting for a response.

"How about a bet Peter. Whoever stops the most criminals tonight gets whatever they want." Carol said defiantly, "So you up for the challenge?"

Peter replied laughing,"a Date with me if I win," and has soon has he said that he was swinging down the streets of New York.

"Son of a Bitch." Carol yelled while putting her mask on. She started to fly lower then normal, underneath the roofs of the buildings, and much slower then normal.

_Six hours later_

_Midnight_

Has Carol landed behind Spiderman who was sitting on the ledge of the building with his mask off.

"I hope you like hotdogs Carol because I got you one," Peter babbled turning around and smiling at Carol.

"You just know me so well," Carol gushed with delight while swaping away the hotdog and sitting down.

"So how many did you sto- Oh my god Carol!" Peter spat out with an amused and horrified face at seeing Carol destroy the hotdog she was eating.

"What never seen I real woman eat before spidey." Carol replied with a gushing smile. "Oh and I stoped 17," she continued after a long pause of her swallowing her food.

"Damn I only..." Peter replied before being cut off by a drunken man on the street below, "Hey sexy girl what you doing up there with that freak. Why don't you come spend some time with me down here."

Carol and Peter looked at each other with disgust befor Peter said, "I got this." has he jumped down off the building and webbed his mouth shut and his body to the nearest lamppost.

"Well since I just stoped a man from harassing a beautiful lady, we are now tied," Peter finished with a childlike smile

"Wait what that doesn't count peter," Coral refused while standing up.

"Yes it does I saved an endangered woman," Peter countered while getting up.

"No it doesn't count Peter," Carol replied while getting inches away from Peter

"What are you going to do? Punch me?"

Being this close to Peter made Carol feel something she has never felt. Her head felt light and she had butterflies

"No I'm going to do this," Carol whispered

"Wait wha..." Peter was saying before Carol grabed Peter by his face and smashed her lips against his.

Once Carol let go of Peter's face she blasted off straight in the air not knowing what to do.

"What the hell," Peter sighed has he watched her fly back to the Avenger's tower.


	6. Chapter VI

"Jessica, Jessica we need to talk my room now and Stark he agreed to the deal." Carol said hastily has she almost ran through the Avenger's living room.

"What was that about?" Thor asked Jessica

"I have no idea," Jessica replied following Carol to her room.

"Jessica i messed up, I really messed, Peter is going to hate me now." Carol gasped has she tried to catch her breath.

"Carol you couldn't have done anything to ba..." She was interrupted by Carol

"I freaking kissed him and then ran, Jessica, we were having a great time and I ruined it like everything else."

"Calm down, calm down" Jessica replied has she guided Carol over to the bed and sit down beside her, "Tell me what happened."

"We talked about the deal and me him made a bet," Carol paused to taking a deep breath, "The bet was that whoever stopped the most crimes got whatever they wanted and my reward was to get him to workout with me and play hit the spider game."

"And what was his?"

"A date."

" What are you kidding me, Carol that's awesome please tell me he won." Jessica said almost shouting it has she jumped up off the bed.

"And when we met he got me a hotdog and you know I love hotdogs Jessica," Carol whimpered trying not to cry anymore," I had beaten him but before we could talk about it a drunk man started to catcall me and Peter stoped him and told the man that he shouldn't catcall such a beautiful lady and said that he just tied me and that we both won and I just got so emotionally and i kissed him Jessica."

"Wow you really like him Carol."

"No I don't."

"Yes you do so does he." Jessica said starring intently waiting for a reaction.

"You really think so!" Carol blurted out without thinking.

"Keep telling yourself you don't like him Carol but we both know you do." Jessica replied while walking out of her room, "And goodnight."

Before Carol layed down she realized that it was her off day tomorrow so she decided to fly to her apartment to sleep.

_6 hours later_

_Peter Pov_

"Another full day of being spiderman," Peter sighed to himself has he got out of bed.

_I hope Carol's okay _Peter thought has he made himself breakfast

Has Peter ate breakfast he made a list of things to do today

_Talk to Daredevil_

_Talk to the Punisher_

_Go to the tower/find Carol_

As Peter started to webbed his way through New York he started to wonder why Carol had flown off, "Maybe she doesn't like me... maybe its because I didn't kiss her back."

As Peter made his way to Nelson and Murdock law firm he stopped a couple of low life criminals and a bank robbery.

As Peter rounding the corner and came into view of the law firm he hoped that Matt was in his office so he wouldn't have to wait.

Peter landed on the window of Matt's office," Hey man great that you're here but I need to speak to you on the roof okay," Peter blarted out as he crawled up the wall of the building.

"What do you want Peter I'm kinda busy right now." Matt sighed as he opened the door to the roof.

"They want you to join... the Avengers!" Peter burbled has he could barely get the words out to Matt

"What, slow down Peter I can't understand you." Matt replied while taking a step towards him.

"Um... Matt the um.. Avengers they want you on the team."

"Why."

"I don't know," Peter lied looking away from Matt

"Are you on the team?"

"No but if i get you and Frank on the team then Tony said i might get on the team."

"I'll help you Peter... I'll join."

"Thanks some much and go to the tower tomorrow," Peter yelled while running towards the edge of the building, " wait where is frank?"

"Last place I heard was his hideout in Brooklyn."

"Thanks," Peter shouted as he webbed away headed southeast past the Avengers tower towards Brooklyn.


	7. Chapter VII

It was nearing two in the afternoon when Peter finally reached Frank's safehouse.

"Hey Frank where you at it's Spider-Man" Peter called out has he entered the warehouse.

"HRMPH... AHHH... SON OF A FUCKING BITCH!" Castle yelled in another room.

"CASTLE!" Peter yelled while running into the bathroom, "CASTLE YOU OKAY!"

As Peter turned the corner he saw Frank pulling out a Bullet from his side in agonizing pain.

"Hey Spidey," Castle gasped while putting the bullet in the sink, "What do I owe this visit."

"What happened to you," Peter answered walking toward Frank.

"Stoped a gun deal," Frank replied in between gulps of whiskey, " Trying to find the importer because I've never seen weaponry like that." Frank finished putting towards his van.

Peter made his way towards the van through Castle's makeshift kitchen and bedroom.

"Wow this thing looks awesome," Peter exclaimed picking it up, "I wonder what it does."

"Put that back down we don't know what it is." Castle ran to him.

"I feel like I know this emblem," Peter put the weapon down, "its so famili..." Peter was then cut off by the gun blowing a hole through the van.

"Damn it Peter," castle sighed looking at his van.

"Hey you told me to put it down and I did."

"Don't even get started with me," Castle snapped as he walk towards his kitchen, "You come here for something."

"I need you to join the avengers Frank. Peter mumbled as he stepped away from him

"Why the hell would I join them assholes."

"Well to help me of course and if you join I'm sure they'll be interested in that over there."

" I don't know Pet," Frank groaned looking back at Peter, "they tried to hunt me down."

"I know but it's the only way I can join, and if you do, me and the avengers can help with that thing over there."

"Fine but only because of that weapon over there."

"Go to the tower tomorrow," Peter yelled has he was already half way through the door.

Started to make his way back to his apartment but when he got past the Brooklyn bridge he remembered a pizza joint we saw on the way there. Peter landed in the closest ally to the place and changed to the regular clothes that were in his backpack.

"Welcome to Don's Pizzeria what can I get you today sir," the young cashier said smiling up at Peter.

"I'll take a um..."Peter was saying before being interpreted by a man turning up the tv.

"Breaking news... it appears that there is a superhuman fight going on in south Manhattan." The newscaster announced as Captain Marvel and The falcon were fighting Rhino, Vulture, and Electro, "And its appears that the superheros are struggling with taking down the villains."

Peter was already out the door before the newscaster could finish. Peter changed and swung into the New York skyline.

"Finally time to really give this suit a test run," he turned on the active camouflage on his suit, "lets save the day Peter." Peter rounded the corner to find a whole street almost demolished with the falcon fighting Vulture, and Captain Marvel fighting both Electro and Rhino. Peter saw that Electro was going to fire at Sam who was occupied with the Vulture.

"What the hell was that," Electro groaned after being kick by a invisible Spiderman

"Hello there," Peter said imitating Obi-Wan Kenobi as he webbed over to a struggling Carol."

"Hey Rhino why don't you pick on someone your own size," Peter quipped as he turned visible on Rhino's back.

"Spider freak," rhino growled turning around trying to shake him off. This gave Carol the opportunity to shoot an energy blast to both of his legs crippling him and making him fall down.

"We make a pretty damn good team," Peter said landing right in front of Carol. Carol suddenly pushed Peter out the way taking and electric blast from Electrco.

"No," Peter yelled turning around to look back at Carol expecting Carol to be hurt only to see Carol absorbing the blast and channeling back towards him in an even more powerful blast. "Oh I didn't know you could do that, you okay" Peter said concernly as he caught her as she fall.

"Yeah I just need to sit down," Carol reassured Peter as she sat down.

"Vulture got away in the fight but do you guy think you can handle it from here?" Sam asked.

"Yeah I got it." Peter answered sitting down beside Carol.

"You okay Carol?"

"Tired... I haven't slept in a while."

"You think you can fly?"

"Probably not all the way," Carol confessed

"I guess all just carry you back." Peter said standing up, "come on let's get you back."

30 minutes later

Peter sat down Carol on the couch in the Avenger's tower. Peter looking around the living room found Sam sitting at the bar having a drink. "Hey Falcon where is everyone?"

"Oh they're all out on missions or at the safehouse upstate." Sam replied not looking up

"You care if I crash here tonight?"

"No just don't make a mess."

Before he even finished answering the question Peter was already in the chair by the couch Carol was.

Peter woke up 3 hours later to Carol almost yelling, "who are you, what do you want from me."

Peter got up and shook Carol up, " Hey its only a bad dream Carol wake up."

"Wait what, oh hey Pet," Carol replied

"You wanna talk about it?"

"No," Carol answered while yawning

"Okay, well its still late so get some sleep."

"Come here and sit," Carol demanded has she patted the couch by her head, "I want a pillow.

As Peter sat down Carol used his thigh as a pillow.

"Goodnight Pet."

"Night Carol."


	8. Chapter VIII

"Goodnight Pet."

"Night."

3 hours later Carol was sprawled out but she wasn't on the couch anymore. She moved in her sleep until she was completely on top of Peter.

(Dammit) Carol thought has she tried to move but was trapped by Peter's arms rapped around her. She didn't want to wake him by moving so she made peace with her fate. Carol wouldn't admit to her self that she loved this feeling. She was almost asleep again before she was suddenly picked up by Peter and carried to her room.

Peter laid her down on her bed and started to leave the room.

"Stay.. please" Carol begged to Peter.

Peter did as she asked him to and he laid down on the other said of the bed. Carol soon rapped herself around him and was fast asleep.

Carol woke 2 hours later with no Peter. He had left while she was asleep. Carol got up and went to her closet to change out of her suit. Carol came out of her room with grey sweatpants and a black hoodie.

"Jess how'd your meeting with Shield go?" Carol asked walking into the kitchen.

"Boring as usual," Jessica answered with a pause, "and how was your night with Peter?"

"It wasn't a night," Carol responded rather quickly.

"That's why he came out of your room about an hour ago."

"I was more tired then normal after the fight and I needed help back here and when we got back me and Peter fail asleep in the living."

"Then why were you two in your room?" Jessica said cutting Carol off.

" I was getting there," Carol replied glaring at Jessica," I guess I had a nightmare and it woke Peter up and he let me lie on him on the couch."

"Still doesn't explain the whole room thing."

"He woke up in the morning and he carried me to my room and I asked him to stay because last night was the best sleep I've gotten."

"I wonder why it was the best sleep you've gotten." Jessica hinted.

"Peter tell you where he was going," Carol asked ignoring her as she walked toward the windows.

"He said something about a date and he'd be back later. Also that Daredevil and Punisher would be here."

"Oh... I'll be working out if you need anything." Carol sighed walking towards her room to change.

3 hours later

"Hey Steve, hey Tony how was your trip to San Francisco?"

"Unproductive" Cap sighed

"The X men haven't budged on not wanting to team up." Tony explained further.

"Well Spiderman got Daredevil and the Punisher to at least come here today" Jessica stated.

"Let's hope they join." Tony replied leaving towards his office.

"What's wrong with her?" Cap asked pointing towards the workout room.

"She just got a lot on her plate is all." Jessica answered with a concerned look.

Before Steve could answer he was interrupted by Daredevil, "I heard you wanted to see us Captain?"

"Daredevil and Frank Castle, our arachnid said you would be coming by today." Steve replied giving both of them handshakes.

"Ah you two finally showed up." Tony walked in from his office.

"You two here to join or what," Carol walked in.

"Why yes but the only reason I'm joining is for Spiderman and he's joining for help." Daredevil finished pointing at Frank.

"What type of help?" Jessica asked curiously.

"Someone is shipping and selling high tech weaponry to local gangs."

"How high tech?" Cap asked nervously.

"Laser beam high tech."

"Carol could you go get our spider friend while we talk."


	9. Chapter IX

Carol really didn't want to see Peter. Whenever she's around him she can't control her emotions which is something new for her. Since she discovered her true powers Carol has always had her emotions under control intil Peter.

Carol landed on the fire escape and opening the window. "Hi Pet"

"Son of a!" Peter yelled jumping on the wall, "Carol what the hell, why don't you use the door."

"yeah just let me use the front door in full custome."

"Can't you just glow and magically change clothes"

"Yeah so what, then they would see a glowing woman walk into your apartment... Stop being such a baby,"

"I'm not being a baby you baby," Peter quipped back landing in front of Carol.

"I'm here to take you back."

"Why... I'm really busy Carol."

"To business to join the avengers Peter?" She replied with a confused looked.

"Oh didn't know it was that but quick question which shirt you like more?" Peter asked pulling from his closet two plaid button up shirt one green and blue and the other green and red.

"Red, what's the occasion?"

"Date." Peter answered with a puzzling look.

"Who's the lucky lady?" Carol mumbled looking at Peter's desk.

"Um what," Peter stepped towards Carol, "The bet that we tied in... I'm taking you oout on a date."

"Oh yeah I forgot," Carol gushed failing at hiding her happiness.

"Let me get my suit on and we'll leave," he walked into the bathroom.

Carol started to look around Peter's room and found schematics of different types of web shooters.

"Which one you like?" Peter asked walking out of his bathroom.

"I like the sound of a web bomb but I dont understand how it works."

"Next chance we get I'll show you Carol."

"You ready Pete?"

"Yeah lets go"

Peter and Carol stepped outside onto the fire escape and looked at each other, " You ready?" Carol asked.

"Yep,"

"Hold on tight?" Carol said grabing him and flying off, "so about that bet Peter." Carol continued with a sly smile.

"Um what are you going to do Carol." Peter asked frightened look.

"After this meeting or whatever we are going to play a little game a like."

"Oh God what have i done to myself." Peter begged making Carol laugh.

Carol landed on the balcony of the tower with an umasked Daredevil sitting on the couch across talking to Jessica in the living room.

"Hey Matt where's the Punisher?" Peter asked walking into the living room.

"Bucky took him to the armory to show him his toys." Matt replied, " and Tony wanted to see you in his office when you got here Spiderman"

"Come on I'll show you the way." Carol said walking down a hallway and open the first door.

"Um hi mister Stark, Captain," Peter walked into his office.

"Well if you want to be an Avenger kid all you got to do is say yes and take of your mask." Steve said looking up from the mysterious weapon.

"Wait what?"

"Every avenger knows each others identity for security reasons mainly."

"Well I'm Peter Parker." Peter replied lifting off his mask.

"Well okay Peter if you need anything we'll be in here and I'm sure that Carol is fine showing you to your room."

"So you join Peter?" Carol asked

"I don't think we've met before I'm a new Avenger but I don't know which way my room is could you help?" Peter laughed

"Okay come on you dork." Carol teased back walking towards his new room

"I'm no dork ma'am."

"Well here you go Peter home sweet home. "Carol opened the door, "and my room is right there."

"Wait our rooms are right beside each other?"

"Yep, and you know where everything else is Peter?"

"Where is the workshop at?"

"Its up one floor and its the whole floor." Carol finished walking towards the living room,"and Peter meet me in the workout room in 30."

Peter had questions about his suit and all it's powers because he only stumbled upon the invisibility part. Peter figured that he better talk to tony about the suit while he had time.

"Hey um mister Stark you got a sec?" Peter asked walking into his office.

"Yeah walk and talk with me Peter. I'm going to my workshop."

"Oh good my question was actually about my suit and my AI."

"Oh the password is arachnid."

"Really ok then." Peter replied putting on his mask. "Arachind."

"Welcome Spiderman."

"Call me Peter."

"Hello Peter."

"What do I ask?" Peter asked Tony

"Anything kid."

"Okay suit what can you do?"

"At this power level a can do anything capable on this suit."

"Which is?"

"Advanced protection, enhanced lenses, emp, glider, magnetic force field, mask filter, shear detection, waldoes, and web type."

"Um how do I activate them?" He looked at Stark.

"Just think about it."

As so as Stark said that Peter went invisible.

"About the camouflage it works best at a distance and slow movement." Tony paused waiting for a response, "and he's gone."

In the living room there is Carol, Jessica, Clint, and Scott Lang watching a show called Supernatural. Carol and Jessica are sitting on the couch while Clint and Antman or in chairs.

"This show is so stupid," Clint said shaking his head.

"I agree," Carol responded.

"I actually like this show." Peter said casually appearing on the couch in between Carol and Jessica making Jessica jump on the ceiling.

"Son of a Bitch!" Carol and Jessica both yelled as Peter died laughing.

"That is so cool I wish I could do that." Antman exclaimed walking over to Peter. "How you do it?"

"I think this armor uses something similar to reflective panels."

"I'm going to kill you Peter." Jessica said has she dropped down from the ceiling.

"Oh I'm so scared of big bad spider-woman." Peter teased

"You might not be afraid of me but her you probably should be. Jessica quipped back looking behind Peter.

"What?" Carol replied with a surprised look. "He'll get wants coming to him." Carol winked at Jessica.

"Wait what, it was a joke," Peter begged.

"Time for that workout Peter." Carol said dragging him into the workout room and changing into her workout clothes.

Jessica and Antman followed with Cap walking in wondering what all the commotion was.

"What's going on?" Cap asked walking up to Jessica and Antman in the doorway.

"Carol is about to play hit the spider with Peter." Jessica answered

Peter heard her say that, "wait what hit the spider." Peter turned towards Carol but it was to late. She was already walking towards him.

Carol threw a punch at Peter but before it landed he jumped over her. "Wow that all you get Carol."

"You haven't seen it yet Peter." Jessica yelled across the room. "I've only lasted 10 minutes with her Peter won't get half of that.

Carol was starting to get angry because she hadn't hit Peter once since starting and it was closing to 10 minutes.

Peter dodge kick and punch over and over again, " well I guess we all know who's the most powerful Avenger now." Peter quipped looking over towards the others.

Before he could react Carol had his leg knocking Peter off his feet and then Carol landed on him.

"9 minutes 34 seconds Peter not bad." Cap laughed as he and the other avengers left.

Peter looked back up towards Carol who was staring at Peter still on top of him.

"Um Carol you're starting to hurt me." Peter panicked.

"Oh I'm sorry Peter." Carol replied helping him up.

"You know if I could use my gadgets I would win in a fight right."

"Yeah right Peter." Carol chuckled not believing him.

"Yeah you're Probably right."

"All Avengers conference room 30 minutes." Tony said over the intercom.

"I wonder what's that about?" Carol asked looking towards Peter.

"Probably about that weapon Frank found. They probable found out who is making them and I'd guess its not good.

"So people we called every Avenger here because this is big really big." Cap started out the meeting.

"The weapon that Frank brought us today is a Hydra weapon." Tony finished

"Hydra was the a secret group kinda like shield but they led thr Nazis in WW2." Cap continued, "They also kidnapped Bucky brainwashed him and used Jessica has their own spy."

"So what are we going to do about it?" Professor Hulk asked.

"Well we only no that they're giving them to local gangs."

"Well how are they getting into the country?" Daredevil asked.

"They are either being made here or shipped in from the coast." Frank joined in on the conversation, "And I found out that they are doing another drop off around noon tomorrow.

"Okay so tonight I want Spiderman and Carol to go have a talk with Mister Negative. Daredevil, Me, and Antman will take Kingpin. Tony, Frank, Clint, and T'Challa will check out the small time gangs in the area." Cap barked.

"Jessica I want you to get in touch with shield and see if they've got anything." Tony finished walking out the door.

Everyone soon followed getting ready for there misson. "So Carol have you ever fought Mister Negative?" Peter asked.

"No, why Peter?"

"While he was made from experiments that put darkforce and lightforce energy in him. Which allows him to shoot electric blasts, mind control, and superhuman abilities."

"The energy blast won't effect me negatively but the mind control how do we deal with that."

"Well its not really mind control its a corrupting touch." Peter mumbled.

"How do you know so much about him Peter?"

"Well I've fought him before and," Peter paused looking away, "He kinda corrupted me last time we fought."

"How did you break through it Peter?"

"I didn't my aunt did it. It hurt like hell but the only I know is through intense emotional fight for your brain. Loved ones seem to do the trick."

"Peter," Carol pause looking into his eyes, "did you kill anyone?"

"I don't really want to talk about that Carol."

"Okay but when did it happen Peter?"

"Five years ago." Peter replied looking away.

Peter and Carol walked out onto the balcony of the tower and stood there for a while not doing anything.

"I believe his base is still in in between Harlem and Central park." Peter said breaking the peaceful quietness.

"Okay let's go Peter Parker." Carol replied grabbing Peter and flying of into the night sky.

"You know I quite flying around with you." Peter said, " Its nice and very convenient. This trip would almost take me 40 minutes with you its under 20.

"Was that a compliment Peter."

"Maybe it was maybe it wasn't, why does it matter."

"Depending on your answer makes it matter."

"I guess we'll never know. " Peter chuckled.

"Hey Peter we friends?"

"Yeah of course Carol why what's up?"

"Oh nothing just wondering." Carol replied really wanting a different answer.

"Okay we're close, drop us down on that roof."

"What building is it Peter?" Carol asked looking around.

"The abandoned warehouse, that one."

"Okay let's go Pete." Carol said starting to float.

"Hold on a minute let's come up with a plan before you go destroying half the city." Peter replied stopping Carol.

"Okay what do you suggest than." Carol jabbed floating back down.

"Since I can go invisible for about 5 minutes how about I go take a look around find out what's going."

"What if you get into trouble Peter."

"I'll send you a distress signal okay."

"Yeah okay but if you're not back in 10 I'm going in my way to save your ass."

With that Peter swung over onto the top of the warehouse and gave Carol a thumbs up activating his camouflage. Peter lowered himself down onto the supports of the building.

"This is not good, not good at all." Peter whispered to himself looking around at the stockpile of weapons. Mister Negative walked into the main area of the warehouse looking around at their stockpile surrounded by two inner demons. Mister Negative was saying something but Peter was too high to hear it. "Okay I've got to get closer." Peter thought lowering himself down with a web.

"We have another shipment coming in tomorrow I want everything in order and ready." Mister negative barked.

"Peter 30 seconds till declocking." The unnamed AI told Peter.

"Awh crap." Peter said accidentally outloud.

"Someone is here." Mister Negative yelled.

"Hello haven't seen you in awhile Li."

"Spiderman are you prepared to die." Mister Negative yelled shooting a blast at Peter.

"You've gotten slow in these past years." Peter quipped dodging the blast.

Peter was soon surrounded by inner demons and gang members. "AI send a distress signal to Captain Marvel."

As soon as Peter asked Carol came flying through a window of the building, crashing into a mass of gang members. This caused Mister Negative to start walking away from the fighting.

"Carol get Mister Negative I'll stall these guys."

"You won't be able to fight for long we can do this together." Carol replied blast a group of gangs members through a wall with her proton blast.

"Just go I'll be fine." And with that Carol flow off after Mister Negative.

"Okay fellas its just you and me." Peter taunting them.

"We're gonna kill you spider freak and then Mister negative is going to turn that pretty girl too."

"To bad you can't kill me now isn't it." And with that Peter jumped over all of them and shot his new gadget a web bomb. This sent half a dozen inner demons and gang members flying towards the walls engulfed in webbing. Peter was trying to find Carol but waves and waves of gang members kept coming.

Meanwhile Carol was searching for Mister Negative in a similar room but smaller with no lights.

"Awh Ms. Marvel a pleasure to meet." Mister Negative said from everywhere.

"Where are you getting those weapons from?" Carol demanded spinning around.

"I'm going to have fun with you Ms. Marvel."

"Its Captain you freak."

"I've only corrupted one superhero before and it was Spiderman. He really helped me out and him compared to you in raw power it nothing.

"I'm going to kill you!" Carol barked looking around in the dark.

"You want to know what he did Ms. Marvel?" And with that the lights switched on blinded Carol.

"God you guys just keep coming. You're like rabbits." Peter quipped finishing off the last of the gang members." Sheesh you guys almost made me break a swe..." Peter was cut off by a blast to the back.

"What the hell!" Peter yelled in pain hitting the wall. Turning around Peter saw Carol but her suit, face, and hair was white and black. "Awh fuck me man." Peter stood up.

"I'm going to kill you Spiderfreak!" Carol said glowing white.


	10. Chapter X

Peter knew we wouldn't last long against Carol in a fight and that he couldn't use the stun web for help. Carol and him standing waiting for someone to make a move.

"Carol you don't have to do this." Peter begged.

"Oh yes I do, I'm going to kill anyone who has every hurt me before and I'm going to enjoy it."

"I know what you're feeling Carol I was there before."

"No you don't." Carol yelled hitting Peter through a wall and into another room.

"I'm not going to fight you Carol."

"Good then this will be easy." Carol barked sending a proton blast at Peter.

Peter dodged the blast, "Carol you have to fight it."

"I'm going to enjoy shutting you up." Carol hissed flying at Peter. Peter fliped over Carol webbing her lead arm swinging her over him slamming her into the ground. Carol was then web bombed by Peter sticking her to the ground in a cocoon of webbing. Peter kneeled down face to face with Carol.

"Listen to me Carol," Peter demanded grabbing Carol's face making her look, "I need you to think about Jessica and everyone good in your life."

"I'm going to get loose and kill you slowly." Carol threatened breaking through her restraints punching Peter into the air and before he landed he was tackled into a wall by a flying Captain Marvel. Peter dodged every punch thrown at him but couldn't escape Carol's grip on him and the wall. Carol suddenly grabbed Peter by his throat lifting him up choking him.

Peter kicked Carol as hard as he could in the guts sending her flying in the opposite direction.

Carol was engulfed in white flames almost blinded Peter. Peter could barely see but his spider senses allowed him to know an attack was coming. "Active force field." Peter requested deflecting a proton blast from Carol sending it right back at her but the force field couldn't take all of the blast and it hit Peter burning his mask off and his face.

Peter was shot back waking up minutes later with Carol still lying down. Peter ran over to Carol hugging her in his lap. Carol woke with glowing white eyes.

"Carol stop please," Peter begged. Carol was about to attack Peter but before she could her face was grabbed and his lips smashed into hers.

Carol awoke with a massive headache and her body was aching. She was in Peter's arms with no memory of the fight.

"Peter?" Carol stuttered weakly looking up at him, "Where are we?"

"About 30 minutes out from the tower."

"The tower? What about the warehouse and the Mister Negative?" Carol whispered worriedly.

"Its fine I handled it but you need to relax." Peter begged Carol.

"Why don't you call for a pick up Peter?"

"My mask burned off if you can't tell." Perer quipped.

"Ha! Oh my side." Carol chuckled in pain grabbing her side.

"You okay Carol?"

"Yeah I'm fine. We almost there?"

Peter and Carol landed on the balcony of the tower and carried Carol to her room and sat her down in her office chair. "I'm going to go report in okay, I'll be back." Peter said leaving the room.

Peter walked into the command room for operations seeing Cap, Vision, Sam, Black Widow. "So did Kingpin have the weapons Cap?"

"No he was super against them it was hurting his business." Cap replied spinning around in his chair.

"Well me and Carol get our butt kicked but Mister Negative had a crap ton of weapons."

"That's not good..." Cap responded before getting cut off by Black Widow.

"How did you and Carol get your Butt's kicked?" She insisted glaring at Peter.

"Oh well Mister Negative as a corrupting touch and he used it on Carol to get away and I had to break the mind control."

"How'd you do it?" Cap asked curiously.

"Extreme emotional connection between the curropted an another person." Peter answered looking away.

"Oh." Cap responded awkwardly turning back to the monitor.

Peter left the room and went back to Carol's room. "Can i come in?" Peter asked knocking on the door. Without an answer Peter cracked the door open and found an exhausted Carol asleep. After changing Peter decided not to go to sleep, so he went to the kitchen and found Jessica sitting bar.

"Hi Jess." Peter mumbled exhausted.

"Is Carol okay Pete?" Spider-woman asked worriedly looking up from her drink.

"Physically she's okay but she forgot the whole corrupted thing." Peter said with a weak smile.

"When you gonna tell her?"

"I'll tell her when she wakes up."

"Wait she's already asleep?" Jessica said curiously.

"Yeah being corrupted even for that amount of time is tiring."

"How do you know... Wait were you corrupted before?"

"Yeah for about a week or so... I couldn't walk for two days after it too."

"God that's awful. What does it exactly do?"

"It basically flips your moral compass, so when it happened to me i didn't care about killing or being good." Peter sighed looking away.

"Well Peter I must be going to bed so if you need anything my room is just across the hall okay." Jessica offered walking off.

Peter walked down the hallway towards Carol's room. He peeked back into the room to make sure she was okay and then he went into his room and laid down on his bed. Peter lied there for almost an hour not being able to sleep before he got up to check on Carol. He opened the door to look into her room to find no one, but then he heard a noise coming from the living room. When he entered the room he was surprised to find Carol watching Supernatural.

"I thought you said you didn't like this show and that it was stupid." Peter said surprising Carol.

"Its growing on me." Carol replied looking back at Peter.

"mgh." Peter groaned sitting down next to Carol

"Can't sleep too?" Carol asked looking at Peter.

"Yeah, I just got a lot on my mind that's all." Peter mumbled looking back at Carol. They stayed like this for what felt like hours before Carol started talking again.

"We going to talk about today?"

"Yeah we should sometime." Peter sighed not really wanting to talk about it.

"Last thing a remember was me chasing Mister Negative and the lights flashing on blinding me." Carol confessed.

"Okay well I was fighting the gang members and when I finished them off I get shot in the back from proton blast." Peter awkwardly teased at Carol.

Carol and Peter stared awkwardly at each other not know what to do. Carol looked away shaking her head not knowing what to do.

"You do that a lot, you know that?" Peter continued hinting at her looking away, "You try to hide your emotions."

"I'm sorry," Carol still not looking at Peter, "What happened?"

"You were corrupted Carol, it wasn't you." Peter tried to reassure Carol.

"Tell me Peter what did i do?" Carol demanded.

"Nothing bad Carol, you just attacked me," Peter answered, "but since I'm smarter then you when your all hulked out I fixed you."

"Yeah right, you better then me." Carol huffed looking back at Peter with a smile.

"But you did kinda destroy a building" Peter finished.

"Carol since what just happened to you and all we really don't have to go on that date." Peter suggested sadly looking at his feet.

"No," Carol blurted cutting Peter off, "I think it would really help me Peter."

"Awesome," Peter replied standing up, "let's talk about it in the morning."

"Thanks Pete." Carol replied standing up with him and walking towards their rooms.

Before Carol closed her door Peter told her, "If you ever need to talk I'm here, at anytime."

Carol gave Peter a sincere smile and a nod before closing the door to her room and going to sleep.

Carol awoke burtly early in the morning. "I really hate this no sleeping crap," Carol said to herself rolling off her bed. She walked out of her room wearing a baggy tshirt and shorts.

Peter was almost jogging down the hallway while looking down at his phone. Neither of the two noticed the other walking towards them intil they ran into each other.

Peter fell down hard while Carol Barely flinched. "God your built like a fucking brick wall," Peter groaned holding his hand out asking for help up.

"What's got you into a rush Peter?" Carol asked picking Peter up with ease.

"Oh it just my Aunt." Peter replied quickly, "she just wants me to help her move."

"Where she moving to?"

"Some place in Philly." Peter shrugged

"So does that mean we're off for tonight?" Carol mumbled.

"No we're still on but we'll just meet at the restaurant."

"Okay awesome." Carol gushed barely holding her excitement. Peter walked off towards his room giving Carol a smile.

Carol walked into the kitchen to make herself some breakfast when Jessica came in. "So what happened yesterday Carol?"

"Oh i just got corrupted and Peter saved me that's all."

"Really how did he save you?" Jessica asked curiously.

"Actually he didn't say how he did it, just that I destroyed a building trying to kill him." Carol shrugged making herself cereal.

"You okay?"

"Yeah I'm fine Jess."

With that Jessica walked off going towards Peter's room to find out some real answers. She barged into the room finding Peter on the phone his someone.


End file.
